Prakash Steelage Ltd Directors Report

To

The Members

Prakash Steelage Limited

The Board of Directors presents the 33rd (Thirty-three) Annual Report on the business and Operation of your Company together with the Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL SUMMARYAND HIGHLIGHTS

The financial highlights of the Company for the year ended March 31, 2024 are summarized below:

(Rs. in Lakhs)

	Year Ended
Particulars	31.03.2024	31.03.2023
Total Revenue	12,680.55	9,657.20
Less: Expenses	10,327.04	9,348.59
Profit / Loss Before Exceptional Item	2,353.51	308.60
Add/ (Less) : Exceptional Item	3,476.91	-
Profit / (Loss) Before Tax (PBT)	5,830.43	308.60
Less : Tax	41.70	(106.00)
Profit / (Loss) After Tax (PAT)	5,788.73	414.61

FINANCIAL PERFORMANCE/OVERVIEW

During the year under review, the total revenue for the year ended March 31, 2024 is Rs. 12680.55 Lakh as compared to Rs. 9657.20 Lakh in the previous year. The Company has earned a profit of Rs. 2353.51 Lakhs before exceptional item for the year against the Profit of Rs. 308.60 Lakhs in the previous year.

DIVIDEND

Your Directors do not recommend any dividend for the Financial Year 2023–24

RESERVES

Further, your Company has not transferred any amount to its reserves for the Financial Year 2023-24.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the Financial year ended on 31st March, 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits/ (loss) and cash flows for the year ended 31st March, 2024. Notes to the Financial Statements adequately cover the Audited Statements and form an integral part of this Report.

SHARE CAPITAL

The Paid Up Share Capital of the Company as on March 31, 2024 stood at Rs.17.50 Crores comprising of 175,000,390 Equity Shares of Re.1/- each. During the year under review, there is no change in the Paid-Up Share Capital of the Company.

During the year under review, the Company has not issued shares or convertible securities or shares without differential voting rights nor has granted any employee stock options or sweat equity shares. Further, it has not provided any money to its employees for purchase of its own shares hence the Company has nothing to report in respect of Rule 4(4), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

The Company has not issued any Debentures / debt securities during the year under review.

As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE

Your Company does not have any Subsidiary, Joint Venture or Associate Company during the period under review.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate Internal Financial Control with reference to financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") as amended by the Companies (Indian Accounting Standards) Rules, 2016, The Companies (Indian Accounting Standards) Rules, 2017 and that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to the extent applicable. These are in accordance with Generally Accepted Accounting Principles (GAAP) in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary. Internal Auditors have been appointed which report on quarterly basis on the operations of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites..

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Companys website on at www.prakashsteelage.com.

NUMBER OF MEETINGS

a) Board of Directors

The Board of Directors met Five (5) times in the Financial Year. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of the Annual Report. The intervening gap between the consecutive two (2) meetings did not exceed 120 days in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as "SEBI (LODR).

b) Audit Committee

During the year, Four (4) Audit Committee Meetings were convened and held. The details pertaining to composition of Audit Committee and the attendance of the Audit Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report. The intervening gap between the two (2) meetings did not exceed 120 days in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as "SEBI (LODR).

c) Nomination & Remuneration Committee

During the year, Two (2) Nomination and Remuneration Committee Meetings were convened and held. The details pertaining to composition of Nomination and Remuneration Committee and the attendance of the Nomination and Remuneration Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

d) Stakeholders Relationship Committee

During the year, One (1) Stakeholders Relationship Committee were convened and held. The details pertaining to composition of Stakeholders Relationship Committee and the attendance of the Stakeholders Relationship Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

e) Corporate Social Responsibility

During the year, One (1) meeting of the CSR Committee held during the period under review. The details pertaining to composition of Corporate Social Responsibility Committee and the attendance of the Corporate Social Responsibility Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

f) Independent Directors Meeting

In terms of requirements of Schedule IV of the Companies Act, 2013 a separate meeting of Independent Directors was also held on May 26, 2023 to review the performance of Non- Independent Directors, the entire Board and quality, quantity and time lines of the flow of information between the Management and the Board.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 134(3)C of the Companies Act, 2013, the Board of Directors confirm that:

(a) the preparation of the annual accounts of the Company for the year ended March 31, 2024, the applicable accounting standards have been followed, along with proper explanation relating to material departures, if any;

(b) the accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2024 have been selected and applied consistently and made judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year ended as on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual financial statements for the year ended March 31, 2024 have been prepared on a going concern basis;

(e) the internal financial controls laid down by the company are being followed and such internal financial controls are adequate and are operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively

DETAIL OF FRAUD REPORTED BY AUDITOR

No such reporting is done by any auditor of the Company under sub section 12 of section 143 of the Act.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors viz., Mr. A. Prakashchandra Hegde, Mr. Himanshu J. Thaker, Ms. Neetta K. Bokaria, Mr. Rajesh Kumar Agrawal, Mr. Sundaram Padmanabhan,Mrs. Shweta Mundra and Mr. Sharad Chandra Bohra confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 26(5) of the SEBI (LODR).

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Board, on the basis of the criteria/manner as recommended by the Nomination & Remuneration Committee of the Board of Directors, evaluates the performance of the Directors pursuant to the provisions of the Companies Act, 2013 read with Rules framed thereunder along with the corporate governance requirements as laid down by Securities Exchange Board of India ("SEBI") under "SEBI (LODR)".

The performance of the Board and its Committees is evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria as recommended by Nomination & Remuneration Committee of the Board of Directors such as adequacy of the composition of the Board, its Committees, Board culture, execution, effectiveness of board processes, performance and functioning of specific duties, obligations, governance, etc. in accordance with the provisions of the Companies Act, 2013 read with rules framed thereunder and the "SEBI (LODR)".

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman is evaluated, taking into account the views of Executive Directors and Non-Executive Directors and also assessed the flow of information between the Management and the Board to effectively and reasonably perform their duties. The same is discussed in the Board Meeting that follows the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors is also discussed in accordance with the requirement of Regulation 25(4) of the "SEBI (LODR)".

A brief extract of the Remuneration Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management is provided as Annexure – I to this Annual Report.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of the "SEBI (LODR)" the Company prepared and pursued the Familiarization Program for Independent Directors as hosted on Companys website (www.prakashsteelage.com) during the year under review.

STATUTORYAUDITORS

The members at the Annual General Meeting held on September 27, 2023 re-appointed M/s. Pipara & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company, for a second term of five consecutive years, from the conclusion of the 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting to be held in the year 2028.

Auditor have also confirmed their eligibility and willingness to act as Statutory Auditors of the Company pursuant to the provisions of the Companies Act, 2013 read with rules framed thereunder.

AUDITORS REPORT

The Report given by the Statutory Auditors, on the Financial Statements of the Company, is disclosed as a part of the Financial Statements of the Company for the year under review. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report and does not call for any further comments. The Notes to the Financial Statements are self-explanatory and do not call for any further comments.

COST AUDITIORS

Your Company had received a consent letter from M/s. P.K. Patwa & Co, Cost Accountants, as a Cost Auditors of your Company dated May 15, 2024; to act as the Cost Auditor of the Company for the Financial Year 2024-25. The Board, on the recommendations made by the Audit Committee, in their meeting held on May 28, 2024, has approved their appointment as Cost Auditor of the Company, in accordance with the Section 148(3) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if Rule 14 (a) (i) of the Companies any, of the Companies Act, 2013. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 35,000/- plus applicable Taxes and out of pocket expenses, if any. Necessary resolution seeking your ratification for the proposed remuneration to be paid to the Cost Auditors has been included in the notice of the Annual General Meeting.

INTERNALAUDITORS

Your Company has received the consent letter from M/s. Luniya & Co., Chartered Accountants, Mumbai (Firm Registration No. 129787W) dated May 11, 2024, to act as an Internal Auditors of the Company for the Financial Year 2024-25 pursuant to the provisions of Section 138 of the Companies Act, 2013. They have also confirmed their eligibility and willingness to act as Internal Auditors of the Company pursuant to the provisions of the Companies Act, 2013 read with rules framed thereunder.

SECRETARIALAUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. S.K. Jain & Co, Practicing Company Secretary, COP No. 3076 were appointed as Secretarial Auditors for the Financial Year 2024-25, to audit the Secretarial and related documents of the Company.

The Secretarial Audit Report for the year under review is annexed as Annexure II to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

With respect to loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has not given any loan or guarantee to any person nor make any investments in any Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

All contract(s) / arrangement(s) /transaction(s) entered into by the Company with its related parties were in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR), 2015.

Form AOC-2 prescribed under the provisions of Section 134(3) (h) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of Related Party Transaction, which are "not at arms length basis" and which are "Material and at arms length basis" is provided in the "Annexure-VI" of the Boards Report.

Accordingly, Form AOC-2 prescribed under the provisions of Section 134(3) (h) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, for discloser of details of Related Party Transaction, which are "not at arms length basis" and which are "Material and at arms length basis" is not provided as an annexure of the Boards Report.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arms length.

Your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at www.prakashsteelage.com.

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

The particulars of every contract(s) or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto given as per notes which forms part to financial statement which is provided in this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the Financial Year as on March 31, 2024 of the Company and date of this report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption foreign exchange earnings and outgo are stated in Annexure III to this report, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

RISK MANAGEMENT

The Company has in place a Risk Management System with the Objective to formalize the process of Identification of Potential risk and adopt appropriate risk mitigation measures through a risk management structure which takes care of risk identification, assessment and mitigation. This system is a step by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Report.

Further, the Board has dissolved Risk Management Committee w.e.f. November 12, 2018 as per the Reg. 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 amended on May 9, 2018 which specifies that the Constitution of Risk Management Committee is Mandatory for top 1000 Listed Companies.

CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES

The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Details with respect to the composition and scope of the CSR Committee are provided in the Corporate Governance Section which forms part of this Annual Report.

The policy is available on the website of the Company (www.prakashsteelage.com).

DEPOSITS

The Company has not accepted any Deposit from public during the year under review within the meaning of the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Further, on the recommendation of the Nomination and Remuneration Committee and approval of Board in their meeting held on August 13, 2024 for appointment of Mrs. Shweta Mundra (DIN:08728819) as an Additional Director (Designated as Non-Executive & Independent director) of the Company for a period of four years with effect from August 13, 2024 till August 12, 2028.

Mr. Rajesh Kumar Agrawal(DIN:07195960) was appointed in the Board of Directors of the Company as an Additional Director w.e.f August 10, 2023 and special resolution was passed to confirm his appointment as an Independent Director by the shareholders in the last Annual General meeting held on 27th September 2023.

Mr. Kamal Prakash Kanugo (02023367) was appointed in the Board of Directors of the Company as an Additional Director w.e.f August 10, 2023 and special resolution was passed to confirm his appointment as an Whole-Time Director by the shareholders in the last Annual General meeting held on 27th September 2023.

Mr. Sundaram Padmanabhan (DIN: 08454415) and Mr. Sharad Chandra Bohra (00344223) was appointed in the Board of Directors of the Company as an Additional Directors w.e.f August 25, 2023 and special resolution was passed to confirm his appointment as an Independent Director by the shareholders in the last Annual General meeting held on 27th September 2023.

Mr. Ashok M. Seth, (DIN: 00309706),will retire by rotation at the ensuing Annual General Meeting, he is eligible for reappointment and seeks re-appointment.

Mr. A Prakashchandra Hegde(DIN:02266510), having successfully completed 2 terms of being associated with the Company in the capacity of an Independent Director, retired from the position of an Independent Director w.e.f. March 31, 2024 on account of completion of his tenure. The Board placed on record its sincere appreciation for the contribution made by him during his tenure.

Mr. Himanshu J. Thaker (DIN:02325297), having successfully completed 2 terms of being associated with the Company in the capacity of an Independent Director, retired from the position of an Independent Director w.e.f. March 31, 2024 on account of completion of his tenure. The Board placed on record its sincere appreciation for the contribution made by him during his tenure.

Mr. Prakash C. Kanugo (DIN: 00286366) was re-appointed as the Managing Director of the Company for a period of 5 (Five) years commencing from 1st October, 2023 to 30th September, 2028 and Mr. Hemant P. Kanugo (DIN: 00309894) was re-appointed as the Whole-time Director of the Company for a period of 5 (Five) years commencing from 1st October, 2023 to 30th September, 2028 in the last Annual General meeting held on 27th September 2023.

In accordance with Section 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

1. Mr. Prakash C. Kanugo, Chairman & Managing Director;

2. Mr. Ashok M. Seth, Whole-Time Director & Chief Financial Officer;

3. Mr. Hemant P. Kanugo, Whole-Time Director

4. Mr. Kamal P. Kanugo, Whole-Time Director

5. Mr. Himanshu Sethia, Company Secretary & Compliance Officer.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

INTERNAL CONTROL SYSTEMS

Your Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new / revised standard operating procedures pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 and Regulation 18(3) of SEBI (LODR) Regulations, 2015.

The Company had entrusted the internal audit to M/s. Luniya & Co., Chartered Accountants, Mumbai (Firm Registration No. 129787W). However, the initial object of the internal audit process is to test and review of controls, independent appraisal of risks, business process and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews, the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them.

The Company has a robust Management Information System, which is an integral part of the control mechanism.

The members of Audit Committee and Statutory Auditors are periodically apprised of the Internal Audit findings and corrective action taken. Internal audit plays a key role in providing assurance to the Board of Directors.

COMPOSITION OF THE COMMITTEES

Audit Committee	1. Mr. Sundaram Padmanabhan (Chairman)
	2. Mr. Rajesh Kumar Agrawal (Member)
	3. Mr. Ashok M. Seth (Member)
	4. Mrs. Neetta K. Bokaria (Member)
Nomination & Remuneration Committee	1. Mr. Rajesh Kumar Agrawal (Chairman)
	2. Mr. Sundaram Padmanabhan (Member)
	3. Mrs. Neetta K. Bokaria (Member)
Stakeholders Relationship Committee	1. Mr. Sharad Chandra Bohra (Chairman)
	2. Mr. Rajesh Kumar Agrawal (Member)
	3. Mr. Ashok M. Seth (Member)
Corporate Social Responsibility Committee	1. Mr. Sundaram Padmanabhan (Chairman)
	2. Mr. Ashok M. Seth (Member)
	3. Mr. Hemant P. Kanugo (Member)
Executive Committee	1. Mr. Prakash C. Kanugo (Chairman)
	2. Mr. Ashok M. Seth (Member)
	3. Mr. Hemant P. Kanugo (Member)

The brief details with respect to the constitution, meetings, scope and functions of the above mentioned Committees of the Company have been provided in Corporate Governance section forming part of this Annual Report.

VIGIL MECHANISM UNDER WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the "SEBI (LODR)", the Board of Directors has on recommendation of its Audit Committee, adopted Whistle Blower Policy" at their meeting held on 29th May, 2014 for Directors and Employees of the Company, to report concerns about unethical behavior, actual or suspected fraud or violation of your Companys Code of Conduct and to voice genuine concerns or grievances about unprofessional conduct without fear of reprisal. Adequate safeguards are provided against victimization to those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases is provided to them.

None of the personnel of the Company has been denied access to the Audit Committee of the Board of Directors of the Company. The said policy is hosted on the website of the Company (www.prakashsteelage.com).

PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) & RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Details of employee remuneration as required under provisions of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V to the Report.

The details of top ten employees of the Company is annexed as Annexure V-A to this Report.

None of the Employee has drawn the remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the "SEBI (LODR)"is annexed as Annexure VII to this Report.

CORPORATE GOVERNANCE

Your Company is committed to follow the best practices of Corporate Governance, including the requirements under the "SEBI (LODR)" and the Board is responsible to ensure the same, from time to time.

The Company has duly complied with the Corporate Governance requirements as set out under Regulation 34(3) and Schedule V of the "SEBI (LODR)", from time to time and the Secretarial Auditors of the Company viz. M/s. S.K. Jain & Co, Company Secretaries, have, vide their certificate dated June 15, 2024 confirmed that the Company is and has been compliant with the conditions stipulated in the Regulation 34(3) and Schedule V of the "SEBI (LODR)".

The said certificate is annexed to this report as Annexure-VIII. Further, a separate report on Corporate Governance forms part of this Annual Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has formulated a Policy known as "The Anti – Sexual Harassment Policy" ("Policy") which aims to provide a safe working environment and prohibits any form of sexual harassment. This policy intends to prohibit occurrences of any form of sexual harassment and also details procedures to follow when an employee believes that a violation of the policy has occurred within the ambit of all applicable regulations regarding Sexual harassment. The said policy is hosted on the website of the Company (www.prakashsteelage.com).

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Board has constituted an Internal Complaints Committee ("ICC") to redress the complaints received regarding sexual harassment. All employees (whether permanent, contractual, temporary, trainee) are covered under this policy. The Company conducts awareness program at regular intervals.

During the year under review, no complaints were received under the said policy.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.

CHANGES IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the financial year under review.

ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, vendors, investors and other stakeholders. The Board also recognizes the contribution of the valued customers in the growth of the Company and takes this opportunity to pledge the Companys commitment to serve them.

Your Directors also wish to place on record their deep sense of appreciation for hard work, co-operation, solidarity, dedication & commitment displayed by all executive o3cer, Sta3s during the year, result in the successful performance of the Company.

The Directors appreciate and value the contribution made by every member of the PSL family.

	For and on Behalf of the Board of Directors
	Prakash Steelage Limited
	Sd/-
	Prakash C. Kanugo
Place : Mumbai	Chairman & Managing Director
Date : 13th August, 2024	DIN: 00286366